-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sj/BzQQdkZWGBDg04gWmUg/J6YCRx3C9rA/s9DhikRo+FhzT+W+7tkdHSUhg0BBR uge8ZWbhXzxKkvA5EVlc5g== 0000912057-02-000740.txt : 20020413 0000912057-02-000740.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-000740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE ROBERT /NY CENTRAL INDEX KEY: 0000935699 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 45 ROCHEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: 45 ROCHEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRICE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000355787 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 132991700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34130 FILM NUMBER: 2504538 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLZ STREET 2: STE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127575600 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 a2067451zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D/A (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 13) PRICE COMMUNICATIONS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 741437305 - -------------------------------------------------------------------------------- (CUSIP Number) PETER G. SAMUELS PROSKAUER ROSE LLP 1585 BROADWAY NEW YORK, NEW YORK 10036 (212) 969-3335 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 18, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / / (Continued on following pages) (Page 1 of 5 Pages) 13D - ------------------------------------ ---------------------------- CUSIP NO. 741437305 PAGE 2 OF 5 PAGES - ------------------------------------ ---------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Price ###-##-#### 1 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) |_| 2 - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS N/A 4 - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 5 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION United States 6 - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 ------------------------------------------------- NUMBER OF SHARED VOTING POWER 11,077,298 SHARES BENEFICIALLY 8 OWNED BY ------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING PERSON WITH 9 ------------------------------------------------- SHARED DISPOSITIVE POWER 10,921,665 10 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY 10,921,665 EACH REPORTING PERSON 11 - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 12 - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% 13 - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON IN 14 - -------------------------------------------------------------------------------- This Amendment No.13 amends and supplements the Schedule 13D, as amended, filed by Robert Price relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Price Communications Corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The responses to Item 5(a) and (b) are hereby amended by deleting the entire text thereof and inserting the following in lieu thereof: (a) Aggregate Number or Percentage of Shares of Common Stock Outstanding Beneficially Owned by the Reporting Person Mr. Price may be deemed for purposes of Rule 13d-3 promulgated under the Securities Act of 1934, as amended (the "1934 Act") to beneficially own 10,921,665 shares of Common Stock or approximately 19.9% of the 54,882,737 shares of Common Stock outstanding as of November 5, 2001, which includes (i) 6,203,100 shares of Common Stock that Mr. Price, as a result of the Voting Agreement described in Item 6, has the shared power to direct the vote and disposition of and (ii) 4,718,565 shares of Common Stock that Mr. Price, as a result of the Guardian Voting Agreements described in Item 6, has the shared power to direct the vote and disposition of. Mr. Price disclaims beneficial ownership of 2,531,435 shares of Common Stock that are covered by, but not necessarily voted pursuant to, the Guardian Voting Agreements described in Item 6. (b) Number of Shares and Power to Vote As a result of the Guardian Voting Agreements and the New Verizon Voting Agreement described in Item 6, Mr. Price may be deemed to have the shared power to vote and to dispose of 10,921,665 shares of Common Stock. Mr. Price disclaims beneficial ownership of 2,531,435 shares of Common Stock that are covered by, but not necessarily voted pursuant to, the Guardian Voting Agreements as described in Item 6. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The response to Item 6 is hereby amended by inserting the following: In order to induce Cellco Partnership, a Delaware general partnership ("Cellco"), and Verizon Wireless of the East LP, a Delaware limited partnership ("New LP"), to enter into the Transaction Agreement dated as of December 18, 2001 (the "New Transaction Agreement") with the Company, Price Communications Cellular Inc., a Delaware corporation, Price Communications Cellular Holdings, Inc., a Delaware corporation, and Price Communications Wireless, Inc., a Delaware corporation, Price entered into an Amended and Restated Voting Agreement dated as of December 18, 2001 (the "New Verizon Voting Agreement") with Cellco, New LP, Verizon and Kim Pressman ("Pressman", and together with Price, the "Price Stockholders"), which agreement amended and restated in its entirety the Voting Agreement which was previously filed as Exhibit 1 to Amendment No. 11 to the Schedule 13D. Pursuant to the terms of the New Verizon Voting Agreement, the Price Stockholders agreed to vote all of their shares of Common Stock to approve and adopt the New Transaction Agreement and all transactions contemplated 3 by the New Transaction Agreement at any meeting of the stockholders of the Company, and at any adjournment thereof, at which the New Transaction Agreement and the transactions contemplated by the New Transaction Agreement, are submitted for the consideration and vote of the stockholders of the Company. The New Verizon Voting Agreement has previously been filed on January 4, 2002 as Exhibit 10.7 to the Form 8-K of the Company and is incorporated herein by reference. The Voting Agreement dated as of March 30, 2001 between Verizon, Lucy Price and Kyle Price, by the Price Guardian Stockholder, and Alexandra Farbman and Leo Farbman, by the Farbman Guardian Stockholder, has terminated in accordance with its terms. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 8, 2002 /s/ Robert Price ----------------------------------- Robert Price 5 -----END PRIVACY-ENHANCED MESSAGE-----